AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1998
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BUSH BOAKE ALLEN INC.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 13-2560391
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
7 MERCEDES DRIVE
MONTVALE, NEW JERSEY 07645
(Address, including Zip Code, of Principal Executive Offices)
DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
JULIAN W. BOYDEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
BUSH BOAKE ALLEN INC.
7 MERCEDES DRIVE
MONTVALE, NEW JERSEY 07645
(201) 391-9870
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
----------------------
With a copy to:
WARREN J. CASEY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price Fee
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 Par 100,000 $29.03125 $2,903,125 $856.42
Value
Total Registration Fee $856.42
- ----------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued pursuant to anti-dilution
provisions contained in the Directors' Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h)(1) and
Rule 457(c) based on the average high and low prices of the
Registrant's Common Stock as reported on the New York Stock Exchange on
May 7, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. Plan Information
Not filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by Bush Boake Allen Inc. ("BBA" or the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
1. Registrant's Annual Report on Form 10-K for the year ended
December 25, 1997, filed on March 20, 1998.
2. Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 25, 1998, filed on May 8, 1998.
3. The Description of Registrant's Capital Stock contained in
Registration Statement on Form S-1, No. 33-76180.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, hereby are incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
The Bylaws of BBA provide that each person who now is, was or hereafter
becomes a director or officer shall be indemnified by BBA against liabilities
and expenses reasonably incurred by or imposed on such person, including
liabilities arising under the Securities Act of 1933, in connection with any
action, suit or proceeding in which such person was, is or is threatened to be
made a party by reason of such person now or hereafter being or having been a
director or officer of BBA, only if (i) such person acted in relation to such
matters in a manner such person believed, in the case of conduct in his official
capacity, to be in the best interests of BBA, and in all other cases his conduct
was at least not opposed to BBA's best interests, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such conduct
was unlawful, (ii) in connection with a proceeding by or in the right of BBA,
such person was not adjudged liable to BBA and (iii) in connection with any
proceeding charging improper benefit to such person, whether or not involving
his official capacity, he was adjudged liable on the basis that personal benefit
was improperly received by him. Such rights of indemnification are in addition
to any other rights to which any such person may otherwise be entitled. In
addition, directors have indemnification contracts with BBA that provide for
substantially similar indemnification as that provided for by the Bylaws.
The Virginia Stock Corporation Act also provides that a corporation may
indemnify any officer or director against loss and expense reasonably incurred
in connection with a civil suit or proceeding to which such person is a party by
reason of being such officer of director, on condition such person acted in good
faith and believed his conduct was in the corporation's best interest in the
case of conduct in this official capacity, or, in all the other cases, believed
his conduct was not opposed to the best interests of the corporation. With
respect to a criminal proceeding, a corporation may indemnify an officer or
director under the same conditions as set forth above if such person had no
reasonable cause to believe his conduct was unlawful. With respect to suits
brought by or in the right of the corporation to which an officer or director is
adjudged liable, indemnification may be made only if a court determines such
person is fairly and reasonably entitled to indemnification in view of the
relevant circumstances, provided any such indemnification shall be limited to
reasonable expenses incurred.
BBA maintains both Directors and Officers liability and Corporate
Reimbursement insurance which provides for payments on behalf of the Director
and Officers of all losses of such persons (other than matters uninsurable under
the law) arising from claims, including claims arising under the Securities Act
of 1933, for acts or omissions by such persons while acting as Directors or
Officers.
The directors of BBA, Julian W. Boyden, Peter L. Acton, Thomas R.
Crane, Jr., L. Robert Pfund, James M. Reed, George J. Sella, Jr. and William H.
Trice, are all parties to indemnity agreements with BBA. These director
indemnity agreements provide that BBA will indemnify the director if he becomes
a party to any proceeding by reason of the fact that he is or was a director of
BBA.
BBA and Union Camp Corporation ("Union Camp") have entered into an
agreement whereby each party will indemnify the other party against liabilities
relating to the business of the indemnifying party as it has been conducted
prior to the initial public offering of BBA's common stock, including Union
Camp's agreement to indemnify BBA against all liabilities relating to the
operations and business of BBA's Jacksonville facility at any time up to and
including December 31, 1986, after which date the Jacksonville facility was
operated as part of BBA.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
5 Opinion of Pitney, Hardin, Kipp & Szuch, as to the legality of
the securities being registered.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
24 Power of Attorney (included on signature page hereto).
99 Directors' Stock Option Plan.
ITEM 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Montvale, New Jersey, on this 11th day of May, 1998.
<TABLE>
<CAPTION>
BUSH BOAKE ALLEN INC.
<S> <C> <C>
JULIAN W. BOYDEN FRED W. BROWN, JR. KENNETH M. MCHUGH
By:______________________ By:______________________ By:_____________________
Julian W. Boyden Fred W. Brown, Jr. Kenneth M. McHugh
Chairman, President and Vice President, Finance and Controller
Chief Executive Officer Chief Financial Officer (Principal Accounting Officer)
(Principal Executive Officer) (Principal Financial Officer)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Julian W. Boyden, Fred W. Brown,
Jr. and Kenneth M. McHugh, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution for him and in his
name, place and stead in any and all capacities, to sign any and all amendments
to this Registration Statement (including post-effective amendments), and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming what said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
JULIAN W. BOYDEN
__________________________ May 11, 1998
Julian W. Boyden Chairman, President and Chief Executive
Officer, President, and Director
(Principal Executive Officer)
FRED W. BROWN, JR.
__________________________ May 11, 1998
Fred W. Brown, Jr. Vice President, Finance and Chief
Financial Officer
(Principal Financial Officer)
KENNETH M. MCHUGH
__________________________ May 11, 1998
Kenneth M. McHugh Controller (Principal Accounting Officer)
PETER L. ACTON
__________________________ May 11, 1998
Peter L. Acton Director
THOMAS R. CRANE, JR.
__________________________ May 11, 1998
Thomas R. Crane, Jr. Director
L. ROBERT PFUND
__________________________ May 11, 1998
L. Robert Pfund Director
JAMES M. REED
__________________________ May 11, 1998
James M. Reed Director, Vice Chairman of the Board
GEORGE J. SELLA, JR.
__________________________ May 11, 1998
George J. Sella, Jr. Director
WILLIAM H. TRICE
__________________________ May 11, 1998
William H. Trice Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Pitney, Hardin, Kipp & Szuch.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
24 Power of Attorney (included on signature page hereto).
99 Directors' Stock Option Plan.
Exhibit 5
Opinion of Pitney, Hardin, Kipp & Szuch
PITNEY, HARDIN, KIPP & SZUCH
(MAIL TO)
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
------
(DELIVERY TO)
200 CAMPUS DRIVE
FLORHAM PARK, NEW JERSEY 07932-0950
(201) 966-6300
FACSIMILE (201) 966-1550
May 11, 1998
Bush Boake Allen Inc.
7 Mercedes Drive
Montvale, New Jersey 07645
Re: Registration Statement on Form S-8
Directors' Stock Option Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Bush Boake Allen Inc. (the "Company")
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 100,000 shares of
Common Stock of the Company, $1.00 par value (the "Shares") issuable pursuant to
awards granted under the Directors' Stock Option Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect, and relevant resolutions of
the Board of Directors of the Company; and we have examined such other documents
as we deemed necessary in order to express the opinion hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and conformity with the originals of all documents submitted to us
as copies.
Based on the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Act, and the Shares shall
have been duly issued in the manner contemplated by the Registration Statement
and the Plan, the Shares will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Virginia, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We hereby consent to use of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 1998, which appears on
page 38 of the 1997 Annual Report to Shareholders of Bush Boake Allen Inc.,
which is incorporated by reference in Bush Boake Allen Inc.'s Annual Report on
Form 10-K for the year ended December 25, 1997.
PRICE WATERHOUSE LLP
Morristown, New Jersey
May 11, 1998
Exhibit 99
Directors' Stock Option Plan
BUSH BOAKE ALLEN INC.
DIRECTORS' STOCK OPTION PLAN
1. Purpose
The purpose of the Bush Boake Allen Inc. Directors' Stock Option Plan
(the "Plan") is to encourage directors who are not employees of Bush Boake Allen
Inc. (the "Company") or Union Camp Corporation to acquire a proprietary interest
in the future of the Company through the ownership of the $1.00 par value common
stock of the Company ("Common Stock"). It is also expected that the Plan will
encourage qualified persons to serve as directors of the Company.
2. Administration of the Plan
The Plan shall be administered by the Board of Directors of the Company
(the "Board"). In administering the Plan, the Board may adopt rules and
regulations for carrying out the Plan. The interpretation and decision with
regard to any question arising under the Plan made by the Board shall be final
and conclusive on all directors participating or eligible to participate in the
Plan.
3. Shares of Stock Subject to the Plan
The total number of shares that may be issued pursuant to options
granted under the Plan is 100,000 shares of Common Stock, subject to adjustment
as provided in Paragraph 7. Any shares subject to an option which for any reason
expires or is terminated unexercised may again be subject to an option under the
Plan.
4. Eligibility
Directors who are not employees of the Company or Union Camp
Corporation or any of its subsidiaries are eligible to be granted options under
the Plan. The directors who shall receive options under the Plan shall be
selected from time to time by the Board and the Board shall determine the number
of shares to be covered by the option granted to each such director.
5. Duration of the Plan
The Plan shall become effective as of February 17, 1998, subject to its
approval by the stockholders of the Company. The Plan shall terminate upon the
earliest of the following to occur: (a) the adoption of a resolution by the
Board terminating the Plan, provided, however, options then outstanding shall
extend beyond such termination date; or (b) the date all shares of Common Stock
subject to options are purchased or all unexercised options have expired.
6. Terms and Conditions of Stock Options
All options granted under this Plan shall be evidenced by an agreement
between the Company and the optionee and shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and such
other terms and conditions not inconsistent therewith as the Board shall
determine.
(a) The option price per share shall be determined by the
Board, but shall not be less than 100% of the fair market value of a share of
Common Stock on the date the option is granted. The fair market value shall be
the mean of the high and low sales prices for the Common Stock as reported on
the Composite Tape for New York Stock Exchange issues for the day on which the
option is granted. If there is no sale of the shares on such Exchange on the
date the option is granted, the mean of the bid and asked prices on such
Exchange at the close of the market on such date shall be deemed to be the fair
market value of the Common Stock. In the event that the method for determining
the fair market value of the Common Stock provided for in this Paragraph 6 (a)
shall not be practicable, then the fair market value per share shall be
determined by such other reasonable method as the Board shall, in its
discretion, select and apply at the time of grant of the option concerned.
(b) Each option shall be exercisable during and over such
period ending not later than ten years from the date it was granted, as may be
determined by the Board and stated in the option grant agreement.
(c) Options shall be immediately exercisable.
(d) Each option may be exercised by giving written notice to
the Company specifying the number of shares to be purchased, which shall be
accompanied by payment in full including applicable taxes, if any. Payment shall
be (i) in cash, or (ii) in shares of Common Stock already owned by the optionee
(the value of such Common Stock shall be its fair market value on the date of
exercise as determined under Paragraph 6 (a)), or (iii) by a combination of cash
and shares of Common Stock. No option shall be exercised for less than the
lesser of 50 shares or the full number of shares for which the option is then
exercisable. No optionee shall have any rights to dividends or other rights of a
shareholder with respect to shares of Common Stock subject to his option until
he has given written notice of exercise of his option and paid in full for such
shares.
(e) Each option may provide, or be amended to provide, that
the optionee may exercise the option without payment of the option price by
delivery to the Company of an exercise notice and irrevocable instructions to
deliver shares of Common Stock directly to the brokerage firm named therein in
exchange for payment of the option price by such brokerage firm to the Company.
(f) Upon an optionee's death, his option may thereafter be
immediately exercised by the legal representative of his estate or by the
legatee of the optionee under his last will until the expiration of the option.
(g) Except as otherwise provided in this paragraph (g) of
Section 6, the option by its terms shall be personal and shall not be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution. During the lifetime of an optionee, the option shall be
exercisable only by him. The Board may, in its discretion, authorize any option
to be on terms which permit transfer of all or a portion of such option to
members of the optionee's immediate family or a trust or partnership, or similar
vehicle, established solely for the benefit of, or the partners or members of
which are solely, such family members, provided that the option grant agreement
expressly permits such transferability and any transfer of such option shall be
in accordance with any other terms, conditions, rules and limitations prescribed
by the Board and/or set forth in the applicable option grant agreement.
Following the valid transfer of any such option, the transferred option shall
continue to be subject to the same terms and conditions as were applicable to
such option immediately prior to such transfer, provided that the transferee of
such option shall be treated under the Plan and the applicable agreement as the
optionee.
7. Changes in Capital/ Change in Control
Upon changes in the Common Stock by a stock dividend, stock split,
reverse split, subdivision, recapitalization, merger, consolidation (whether or
not the Company is a surviving corporation) combination or exchange of shares,
separation, reorganization or liquidation, the number and class of shares
available under the Plan as to which options may be granted, the number and
class of shares under each option and the option price per share shall be
correspondingly adjusted by the Board, such adjustments to be made in the case
of outstanding options without change in the total price applicable to such
options; provided, however, no such adjustments shall be made in the case of
stock dividends aggregating in any fiscal year of the Company not more than 10%
of the Common Stock issued and outstanding at the beginning of such year or in
the case of one or more splits, subdivisions or combinations of the Common Stock
during any fiscal year of the Company resulting in an increase or decrease of
not more than 10% of the Common Stock issued and outstanding at the beginning of
such year.
8. Use of Proceeds
Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Company.
9. Amendments
The Board may amend, alter or discontinue the Plan, including without
limitation any amendment considered to be advisable by reason of changes to the
Internal Revenue Code, but no amendment, alteration or discontinuation shall be
made which would impair the rights of any holder of an option theretofore
granted, without his consent, or which, without the approval of the
shareholders, would:
(a) Except as is provided in Paragraph 7 of the Plan, increase
the total number of shares reserved for the purpose of the Plan.
(b) Decrease the option price to less than 100% of the fair
market value of a share of Common Stock on the date of the granting of the
option.
The Board may amend the terms of any option heretofore granted,
retroactively or prospectively, but no such amendment shall impair the rights of
any holder without his consent.
10. Governing Law
The Plan shall be governed by and construed in accordance with the laws
of the State of New Jersey.
2/23/98
